Producer License Terms and Conditions
These Producer License Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement by and between 404 Media, LLC, a limited liability company organized and existing under the laws of the State of Georgia, USA and doing business as Motion Array (“Publisher") and you ("Author"), concerning Digital Media (as such term is defined below).
- Grant of Rights
Author may submit certain digital media files (“Digital Media”) to Publisher from time to time, provided that these Terms and Conditions shall not be construed as creating an obligation on the part of the Author to submit such files. In the event that Author submits Digital Media to Publisher and the Digital Media is accepted by Publisher as set forth below, Author hereby grants Publisher worldwide rights to publish the Digital Media and to license the Digital Media to third parties, subject to the terms set forth herein. Publisher in its sole discretion may review Digital Media submitted by Author, provided that the foregoing provision shall not be construed as requiring any review or similar process to be conducted by Publisher. Publisher may reject Digital Media submitted by Author for any reason, including but not limited to quality or appropriateness issues, or for no reason.
- Representations and Warranties
Author hereby represents and warrants that:
- Author is the sole author of the Digital Media and holds sole title and shall continue to hold sole title to the Digital Media and all Intellectual Property Rights related thereto. For purposes of these Terms and Conditions, “Intellectual Property Rights” shall mean all rights of authorship, all copyrights (including rights in applications or registrations), all rights of attribution and integrity and other moral rights, all rights of inventorship, all rights in patents and patent applications, all trademark rights (including rights in applications or registrations), all rights in trade secret and proprietary information, and all other intellectual property rights of any type.
- All information submitted by Author to Publisher, including but not limited to his/her country of residence, is true, complete and accurate.
- Author has not received notice of any suit, claim or demand that the Digital Media infringe the Intellectual Property Rights of any third party, infringe on the privacy rights of any third party or any other legal right of any third party, or contain any false, misleading or libelous material. In the event that Author receives any such notice in the future, he/she will promptly notify Publisher of such suit, claim or demand.
- Author has full legal right, power and capacity to accept these Terms and Conditions and to submit Digital Media to Publisher, and neither the acceptance by Author of these Terms and Conditions, the submission of Digital Media by Author, the publishing of such Digital Media by Publisher, or the licensing of such Digital Media to third parties will violate any legal restrictions or obligations to which Author is subject, whether by contract, operation of law, or otherwise.
- Publisher agrees to pay a royalty fee to Author based on the total revenue (the “Total Licensing Revenue”) earned by Publisher from the licensing of Digital Media submitted by Author and from the licensing of digital media submitted by other authors (collectively the “Author Group”). Fifty percent (50%) of the monthly Total Licensing Revenue will be distributed to the Author Group on a monthly basis, with the payment to Author and other authors based on the downloads in such month of the Digital Media submitted by Author relative to the total number of downloads of Digital Media by Author and the Author Group.
- No payments shall be made on files delivered for review, or as preview files, or files designated as free files by Author at the time of upload by Author or thereafter. All files must be approved by the Publisher and files must be downloaded by a current member of Publisher before payment is calculated.
- Payment to the Author will be made by the fifteenth (15th) day of the following month via PayPal or Payoneer, and all payments will be made in US dollars. It is Author's responsibility to assign a payout system before a payout is processed.
- If Author is a U.S. resident, Author must submit a properly completed and executed IRS Form W-9. If Author is not a US resident;, i) Author must submit a properly completed and executed IRS Form W-8BEN; and ii) payments to Author may be subject to US withholding tax based on the country of residence of Author.
- Withdrawal of Digital Media
- Author may request removal of individual Digital Media previously submitted by Author or request removal of all such Digital Media, in either event at his/her sole discretion and with or without cause. Such requests shall be in writing, and Publisher agrees to remove such Digital Media from public distribution no later than thirty (30) days of such request.
- Publisher may remove individual Digital Media previously submitted by Author or removal of all such Digital Media, in either event at its sole discretion and with or without cause.
- Withdrawal of Digital Media, whether pursuant to Section IV.A or IV.B, shall not affect the continuing validity of any license or other rights of use to such media that is granted by Publisher to third parties prior to the effective date of withdrawal of such media.
- Limitation of Liability
- Publisher is not liable for any loss suffered by the Author as a result of a buyer or any other person making use of Digital Media submitted by Author contrary to the terms of service in effect between Publisher and such person, if any.
- PUBLISHER SHALL NOT BE LIABLE TO AUTHOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL OR LOST PROFIT. PUBLISHER’S LIABILITY TO AUTHOR, REGARDLESS OF THE LEGAL THEORY OF ANY CLAIM, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY PUBLISHER TO AUTHOR UNDER SECTION III.
- Release of Liability; Indemnification
- Author hereby releases Publisher from any liability or any other responsibility relating to any claims, demands or suits related to the Digital Media or the Author.
- Author hereby agrees to defend, indemnify and hold harmless Publisher and its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs (including attorneys’ fees and expenses) arising out of or relating to: (i) breach or alleged breach by Author of his/her representations, warranties or obligations hereunder; (ii) infringement or alleged infringement by the Digital Media of the Intellectual Property Rights or other rights of any third party; and (iii) arising out of or resulting from a reclassification or attempt to reclassify Author as an employee of Publisher.
- Binding Nature; Assignment
- Governing Law: Jurisdiction
In the event of a dispute relating to or regarding these Terms and Conditions or termination thereof, Publisher may, at its sole discretion and option, cause the dispute to be resolved by means of arbitration before a single arbitrator pursuant to arbitration in Atlanta, Georgia, USA and pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Should Publisher elect arbitration hereunder, the decision of the arbitrator shall be final and binding.
Publisher reserves the right to amend these Terms and Conditions from time to time and at any time at its sole discretion; such amendments such be effective upon the earlier of: i) Publisher providing notice to Author; and ii) the publication by Publisher of the amended Terms and Conditions on the Publisher web site.
- Construction. The headings contained in these Terms and Conditions are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. All references to sections shall refer to sections of these Terms and Conditions unless otherwise indicated.
- Relationship of the Parties. The parties are independent contractors, and these Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- Severability. If any term or provision of these Terms and Conditions, or any portion thereof, or the application thereof to any person(s) or circumstances shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of these Terms and Conditions, or the application of such term or provision to persons or circumstances other than those as to which it is so judicially held to be invalid or unenforceable, shall not be affected thereby, and each term and provision of these Terms and Conditions shall be valid and be enforceable to the fullest extent permitted by law.
- No Waiver. The failure of Publisher to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Terms and Conditions shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
- Entire Agreement. These Terms and Conditions constitute the entire agreement between Publisher and Author regarding the subject matter hereof, and supersede all previous or contemporaneous agreements, understandings, discussions or representations regarding the subject matter hereof, whether oral or in writing.